Strayer Education, Inc. Closes Merger with Capella Education Company

Strategic Education, Inc. (SEI) (NASDAQ: STRA) today announced it completed the merger of Strayer Education, Inc. (NASDAQ: STRA) and Capella Education Company (NASDAQ: CPLA) to create SEI, a national leader in education innovation. SEI also announced financial results for the period ended June 30, 2018 for both Strayer Education, Inc. and Capella Education Company, their last full quarter as separate entities.

SEI will continue to operate both Strayer University and Capella University as independent and separately accredited institutions of higher learning, together serving approximately 85,000 students across all 50 states. The combination will enable each university to accelerate innovations that improve affordability and enhance academic and career outcomes for students. SEI will continue to operate a number of non-degree programs.

Robert Silberman, Executive Chairman of SEI said, “We are delighted to announce the completion of a merger that brings together two best-in-class academic institutions. Capella’s expertise in online advanced degree programs, combined with Strayer’s 125-year heritage, uniquely positions us to provide first-rate educational experiences to working adults.”

Karl McDonnell, Chief Executive Officer of SEI said, “Over the last few months, my appreciation has deepened for the powerful ways Strayer University and Capella University complement each other, and the shared culture across the entire organization that values integrity and innovation. The strong second quarter 2018 performance for both Strayer Education, Inc. and Capella Education Company demonstrates our organizations’ ability to execute, and positions us for continued future success.”

TRANSACTION DETAILS

Pursuant to the terms of the merger agreement, Strayer Education, Inc. and Capella Education Company combined in an all-stock merger of equals with Capella shareholders receiving 0.875 SEI shares for each Capella share they own. For more details on the share exchange, please visit www.strategiceducation.com in the Investor Relations, Merger Share Information section.

STRAYER EDUCATION, INC. RESULTS

Three Months Ended June 30

• For the second quarter, student enrollment at Strayer Education, Inc.’s main operating unit, Strayer University, increased 8.0% to 46,868 compared to 43,411 for the same period in 2017. New student enrollment for the period increased 7.0% and continuing student enrollment for the period increased 8.2%.
• Revenue increased 1.7% to $114.7 million compared to $112.7 million for the same period in 2017, as higher spring term enrollment was offset by lower revenue-per-student due to the continuing effect of scholarships issued in the fall 2017 term and growth in corporate sponsored students who pay lower tuition.
• Income from operations decreased to $4.2 million from $13.9 million for the same period in 2017. Income from operations in 2018 includes a $6.2 million noncash charge resulting from the impairment of intangible assets associated with The New York Code + Design Academy, and $2.8 million in costs associated with the merger with Capella Education Company. Income from operations in 2017 included a $2.3 million noncash benefit associated with the reduction in value of contingent consideration payable to the sellers of The New York Code + Design Academy, and a $0.3 million charge due to an increase in the fair value of the Company's reserve for leases on facilities no longer in use. Adjusted income from operations, which is a non-GAAP financial measure, was $13.2 million in 2018 compared to $11.9 million in the same period in 2017. For more details on non-GAAP financial measures, refer to the information on pages 14 through 18. The operating income margin was 3.6%, compared to 12.3% for the same period in 2017. The adjusted operating income margin was 11.5% compared to 10.5% for the same period in 2017.
• Net income, which includes the adjustments described above and certain tax benefits, including the effects of the new lower federal income tax rate, was $5.2 million in 2018 compared to net income of $10.3 million in 2017, a decrease of 49.6%. Adjusted net income was $9.9 million, an increase of 36.7%, compared to adjusted net income of $7.2 million in the same period in 2017.
• Earnings before interest, taxes, depreciation, and amortization (EBITDA) was $9.1 million compared to $18.5 million in 2017. Adjusted EBITDA was $21.7 million compared to $20.2 million in the same period in 2017.
• Diluted earnings per share was $0.46 compared to $0.92 for the same period in 2017. Adjusted diluted earnings per share grew 33.8% to $0.87 from $0.65 for the same period in 2017. Diluted weighted average shares outstanding increased 1.7% to 11,380,000 from 11,190,000 for the same period in 2017.

Strayer University Summer Enrollment

Total enrollments at Strayer University for the third quarter of 2018 are anticipated to grow 9% to approximately 45,400 students from 41,679 students for the same period in 2017. New student enrollments are expected to increase approximately 12%, and continuing student enrollments are expected to increase approximately 8%.

New Campus Openings

In addition to the Strayer University Macon, GA campus, which opened in the second quarter, the Company is on track to open two to three additional new Strayer University campuses by the end of 2018. The Company is also evaluating the opportunity to open Capella University student support centers, pending regulatory notification and approval.

Balance Sheet and Cash Flow

At June 30, 2018, Strayer Education, Inc. had cash and cash equivalents of $171.6 million and no debt. For the first six months of 2018, cash flow from operations decreased to $30.0 million compared to $32.8 million during 2017, primarily due to cash payments of costs related to the merger with Capella Education Company. Capital expenditures for the first six months of 2018 were $8.6 million compared to $8.4 million for the same period in 2017. For the second quarter of 2018, bad debt expense as a percentage of revenue was 5.8% compared to 4.5% for the same period in 2017.

CAPELLA EDUCATION COMPANY RESULTS

Three Months Ended June 30

• Revenue increased 1.8% to $111.6 million compared to $109.6 million for the same period in 2017, primarily due to higher enrollment.
• Operating income decreased to $15.1 million from $15.4 million for the same period in 2017. Operating income in 2018 includes an asset impairment in the Job-Ready Skills segment and costs associated with the merger with Strayer Education, Inc. Adjusted operating income, which is a non-GAAP financial measure, was $16.9 million in 2018 compared to $15.4 million in the same period in 2017. For more details on non-GAAP financial measures, refer to the information on pages 14 through 18. The operating income margin was 13.5%, compared to 14.0% for the same period in 2017. The adjusted operating income margin was 15.1% compared to 14.1% for the same period in 2017.
• Net income, which includes the adjustments described above and the effects of the new lower federal income tax rate for 2018, was $11.8 million, compared to net income of $10.8 million in the same period in 2017, an increase of 9.6%. Adjusted net income was $13.2 million, an increase of 22.2%, compared to adjusted net income of $10.8 million in the same period in 2017.
• Earnings before interest, taxes, depreciation, and amortization (EBITDA) was $19.9 million compared to $20.4 million in 2017. Adjusted EBITDA was $24.5 million compared to $22.6 million in the same period in 2017.
• Diluted earnings per share was $0.99 compared to $0.90 for the same period in 2017. Adjusted diluted earnings per share increased 22.2% to $1.10 from $0.90 for the same period in 2017. Diluted weighted average shares outstanding decreased 0.2% to 11,963,000 from 11,992,000 for the same period in 2017.

Post-Secondary Segment

• For the second quarter, student enrollment at Capella Education Company’s main operating unit, Capella University, increased 0.5% to 37,786 compared to 37,588 for the same period in 2017. New student enrollment for the period increased 14.7%, driven by strong performance across all degree levels. Early cohort persistence remained stable.
• FlexPath, Capella University’s fastest-growing offerings, continued to positively impact new and total enrollment in the second quarter 2018, and is now 23% of Capella University’s Bachelor’s and Master’s degrees total enrollment.
• Second quarter 2018 revenues were $108.5 million, up 1.5% compared to $107.0 million in the same period in 2017.
• Operating income was $18.0 million compared to operating income of $17.8 million for the same period in 2017. The operating margin was 16.6% in the second quarter 2018 and 2017. Post-Secondary segment operating results are primarily attributable to Capella University.

Job-Ready Skills Segment

• Second quarter 2018 revenues were $3.0 million compared to $2.6 million in the same period of 2017.
• Operating loss was $2.1 million in the second quarter 2018 compared to a loss of $2.4 million in the second quarter of 2017. Job-Ready Skills segment operating results include an asset impairment of $0.9 million for the second quarter 2018.

Balance Sheet and Cash Flow

At June 30, 2018, Capella Education Company had cash and marketable securities of $189.9 million and no debt. For the first six months of 2018, cash provided by operating activities from continuing operations was $39.4 million compared to $36.2 million during 2017. Capital expenditures for the first six months of 2018 were $9.1 million compared to $12.1 million for the same period in 2017. For the second quarter of 2018, bad debt expense as a percentage of revenue was 2.9% compared to 2.6% for the same period in 2017.

AMENDED CREDIT FACILITY

On August 1, 2018, SEI amended its existing credit facility. The amendment extends the maturity date of the revolving credit facility from July 2, 2020, to August 1, 2023, and increases available borrowings from $150 million to $250 million, with an option to increase the commitments under the revolving facility by an additional $150 million. Currently, there are no outstanding borrowings under the amended credit facility. Additional information is available in the Company’s current report on Form 8-K filed with the SEC today.

COMMON STOCK CASH DIVIDEND

SEI announced today that it declared a regular, quarterly cash dividend of $0.50 per share of common stock. This dividend will be paid on September 7, 2018 to shareholders of record as of August 31, 2018.

CONFERENCE CALL WITH MANAGEMENT

SEI will host a conference call to discuss the second quarter 2018 earnings results of Strayer Education, Inc. and Capella Education Company at 10:00 a.m. (ET) today. To participate in the live call, investors should dial (877) 303-9047 ten minutes prior to the start time. In addition, the call will be available via webcast. To access the live webcast of the conference call, please go to www.strategiceducation.com in the Investor Relations section 15 minutes prior to the start time of the call to register. Following the call, the webcast will be archived and available at www.strategiceducation.com in the Investor Relations section.

About SEI

Strategic Education, Inc. (NASDAQ: STRA) (www.strategiceducation.com) is dedicated to enabling economic mobility with education. We serve working adult students through a range of educational opportunities that include: Strayer University and Capella University (separate institutions that are each regionally accredited), which collectively offer flexible and affordable associate, bachelor’s, master’s, and doctoral programs; a Top-25 Princeton Review-ranked online MBA program through the Jack Welch Management Institute; self-paced courses for college credit through Sophia; customized degrees for corporations through Degrees@Work; and non-degree web and mobile application development courses through DevMountain, Generation Code, Hackbright Academy, and The New York Code + Design Academy. These programs help our students prepare for success in today’s jobs and find a path to bettering their lives.

Forward Looking Statements

This communication contains certain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Such statements may be identified by the use of words such as “expect,” “estimate,” “assume,” “believe,” “anticipate,” “will,” “forecast,” “outlook,” “plan,” “project,” or similar words and may include statements with respect to, among other things, future events or the future financial performance of SEI, the anticipated benefits of the merger, including estimated synergies; SEI’s plans, objectives and expectations; future financial and operating results; and other statements that are not historical facts. The statements are based on SEI’s current expectations and are subject to a number of assumptions, uncertainties and risks. In connection with the safe-harbor provisions of the Reform Act, SEI has identified important factors that could cause SEI’s actual results to differ materially from those expressed in or implied by such statements. The assumptions, uncertainties and risks include:

• the risk that the benefits of the merger, including expected synergies, may not be fully realized or may take longer to realize than expected;
• the risk that the merger may not advance the combined company’s business strategy and growth strategy;
• the risk that the combined company may experience difficulty integrating Strayer’s and Capella’s employees or operations;
• the potential diversion of management’s attention resulting from the merger;
• the pace of growth of student enrollment;
• our continued compliance with Title IV of the Higher Education Act, and the regulations thereunder, as well as regional accreditation standards and state regulatory requirements;
• rulemaking by the Department of Education and increased focus by the U.S. Congress on for-profit education institutions;
• competitive factors;
• risks associated with the opening of new campuses;
• risks associated with the offering of new educational programs and adapting to other changes;
• risks relating to the timing of regulatory approvals;
• our ability to implement our growth strategy;
• risks associated with the ability of our students to finance their education in a timely manner; and
• general economic and market conditions.

Many of these risks, uncertainties and assumptions are beyond SEI’s ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, these forward-looking statements speak only as of the information currently available to SEI on the date they are made, and SEI undertakes no obligation to update or revise forward-looking statements. Actual results may differ materially from those projected in the forward-looking statements.

Non-GAAP Financial Measures

In our press release and schedules, and on the related conference call, we report certain financial measures that are not required by, or presented in accordance with, accounting principles generally accepted in the United States of America ("GAAP"). We discuss management's reasons for reporting these non-GAAP measures below, and the press release schedules that follow reconcile the most directly comparable GAAP measure to each non-GAAP measure that we reference. Although management evaluates and presents these non-GAAP measures for the reasons described below, please be aware that these non-GAAP measures have limitations and should not be considered in isolation or as a substitute for income from operations, net income, earnings per share or any other comparable financial measure prescribed by GAAP. In addition, we may calculate and/or present these non-GAAP financial measures differently than measures with the same or similar names that other companies report, and as a result, the non-GAAP measures we report may not be comparable to those reported by others.

Management uses certain non-GAAP measures to evaluate financial performance because those non-GAAP measures allow for period-over-period comparisons of its ongoing operations before the impact of certain items described below. These measures are Adjusted Income from Operations, Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Adjusted EBITDA, Adjusted Net Income, and Adjusted Diluted Earnings Per Share (EPS). We define Adjusted Income from Operations, Adjusted Net Income, and Adjusted EPS to exclude (1) fair value adjustments related to Strayer Education, Inc.’s acquisition of The New York Code + Design Academy and the related tax effects, and adjustments to Strayer Education, Inc.’s reserve for leases on facilities no longer in use, (2) the impairment of previously capitalized internal software development costs related to software projects within Capella Education Company's Job-Ready Skills segment, (3) charges associated with Strayer Education, Inc.’s merger with Capella Education Company, and (4) discrete tax adjustments utilizing annual effective income tax rates for Strayer Education, Inc. of 39.5% for 2017 and 27.5% for 2018. We define EBITDA as net income before provision (benefit) for income taxes, investment income, interest expense, depreciation and amortization, and from this amount in arriving at Adjusted EBITDA we also exclude the amounts in (1), (2), and (3) above, and stock-based compensation expense. These non-GAAP measures are reconciled to the most directly comparable GAAP measures on pages 15 through 18. Non-GAAP measures should not be viewed as substitutes for GAAP measures.

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